ministrypart_posama2-ex0406.htm


    EXHIBIT
4.6

    


    SUPPLEMENTAL
AGREEMENT WITH CONSENT OF HOLDERS

    TO
LOAN AND TRUST AGREEMENT

    


    


    This Supplemental Agreement With
Consent of Holders to the Alpha Class Notes Loan and Trust Agreement dated as of
April 20, 2005 (the "Agreement") is made by the Company pursuant to Article IX, Section 9.02 of the
Loan Agreement by and between Ministry Partners Investment Corporation (the
"Company") and U.S. Bank National Association ("U.S. Bank").

    


    WHEREAS, pursuant to such resignation
of the Trustee and appointment of the Successor Trustee pursuant to the
Agreement of Resignation, Appointment and Acceptance dated August 7, 2008, King
Trust Company, N.A., Trustee under the Agreement, has agreed to resign, U.S.
Bank has agreed upon such resignation to become Successor Trustee under the
Agreement, and the Company has consented and agreed; and

    


    WHEREAS, the Company and U.S. Bank
desire to amend the Agreement in order to reflect the appointment of U.S. Bank
as Successor Trustee and to make certain other changes to the Agreement;
and

    


    WHEREAS, a Majority In Interest of the
holders of the Company's Alpha Class Notes (the "Holders") have consented to the
appointment of U.S. Bank as Successor Trustee pursuant to Article VII, Section 7.01(b) and
such changes to the Agreement as set forth in this Supplemental Agreement;
and

    


    NOW, THEREFORE, the Company and U.S.
Bank agree as follows:

    


    1.           Article I of the
Agreement is hereby amended and restated to define "Agreement" as
follows:

    


    ""Agreement" means this
instrument as originally executed or as it may from time to time be
supplemented, modified or amended by one or more supplemental agreements hereto
entered into pursuant to the applicable provisions hereof. The Agreement is
qualified under or subject to the Trust Indenture Act of 1939, as
amended."

    


    2.           Article I of the
Agreement is hereby amended and restated to define "Trustee" as
follows:

    


    ""Trustee" means U.S. Bank
National Association, or a Successor Trustee approved pursuant to the applicable
provisions of this Agreement."

    


    3.           Article II, Section 2.08 of the
Agreement is amended and restated to read as follows:

    


    "Section 2.08. The Company to Furnish
Trustee Lists of Holders. The Company will furnish or cause to be
furnished to the Trustee not more than five (5) days after its appointment and
acceptance as Trustee, and at such other times as the Trustee may reasonably
request in writing, within ten (10) business days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably request
containing all the information in the possession or control of the Company, or
any of its paying agents, as to the names and addresses of the Holders of the
Notes, obtained since the date as of which the next previous list, if any, was
furnished, and upon request of the Trustee, the status of the amount of
principal and interest paid or outstanding in respect of each of the
Notes."

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.           The
first sentence of Article III, Section 3.03 of the
Agreement is hereby amended and restated to read as follows:

    


    "Section 3.03. Rights and Responsibilities
of the Trustee. The Trustee shall, in case of an Event of Default shall
occur and be continuing, exercise the rights and powers vested in it by this
Agreement, and use the same degree of care and skill as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own grossly negligent action, its own grossly negligent
failure to act, or its own willful misconduct."

    


    5.           Article II, Section 11.02(a) of
the Agreement is amended and restated in its entirety to read as
follows:

    


    "(a)           The
Trustee by any Holder or by the Company given in writing to the Trustee at U.S.
Bank National Association, 633 West Fifth Street, 24th Floor,
Los Angeles, California 90071, Attention: Corporate Trust Services, or such
other address furnished in writing by the Trustee to the Company."

    


    6.           Article VIII, Section 8.02(a) of
the Agreement is hereby amended and restated to read as follows:

    


    "(b)           At
least one officer shall sign the Notes for the Company by manual or facsimile
signature."

    


    7.           This
Supplemental Agreement shall constitute the adoption of the Agreement by U.S.
Bank and U.S. Bank's agreement to be bound by the terms and conditions of the
Agreement.

    


    IN WITNESS WHEREOF, this Supplemental
Agreement is executed by the Parties on the respective dates shown
below.

    


     

    
      	 	 	MINISTRY PARTNERS
      INVESTMENT
	 	 	CORPORATION, a
      California corporation
	 	 	 	 
	Date:  	August _____,
      2008 	By: 	 
	 	 	 	Billy M. Dodson,
      President
	 	 	 	 
	 	 	U.S. BANK NATIONAL
      ASSOCIATION
	 	 	 	 
	 	 	By: 	 
	Date:	August _____,
      2008  	 	Fonda Hall, Vice
      President


    

     


    
      
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    CERTIFICATE
BY SECRETARY OF CONSENT BY ALPHA CLASS NOTEHOLDERS

    


    THIS IS
TO CERTIFY:

    


    That I am the duly elected, qualified
and acting Secretary of the above-named corporation and that the above and
foregoing Supplemental Agreement was approved and consented to by a Majority In
Interest of the Alpha Class Noteholders on August ___, 2008 by written consent
without a meeting.

    


    IN WITNESS WHEREOF, I have hereunto
set my hand this ___ day of August, 2008.

    


    
      	 	 
	 	Van C. Elliott,
      Secretary


    

     

     

     

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